Approval of Resolution Plan - Radius Infra Holdings Pvt. Ltd.

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 ORDER 1. This instant application has been filed on 08.09.2023 by Mr. Bhrugesh Amin, the Applicant Resolution Professional (“RP”) of Radius Infra Holdings Pvt. Ltd. (“Corporate Debtor”), u/s. 30(6) of the Insolvency and Bankruptcy Code, 2016 (“IBC, 2016”) on behalf of its Committee of Creditors, seeking approval of the Resolution Plan submitted by Shree Naman Developers Private Limited (“Successful Resolution Applicant / SRA”) and consequently approved by 100% (One-hundred percent) of the voting share of the members of the Committee of Creditors (“CoC”) of the Corporate Debtor. 2. The brief facts of the Application are as follows: 2.1 This Tribunal was pleased to initiate the Corporate Insolvency Resolution Process (“CIRP”) of the Corporate Debtor herein vide Order dated 09.05.2022 in the captioned petition bearing C.P.(IB) No. 1123/MB/2021, on an application filed by Yes Bank Limited (“Financial Creditor”) u/s. 7 of the IBC, 2016. Pursuant thereto, Mr. Bhrugesh Amin was appointed as Interim Resolution Professional (“IRP”). The said IRP caused a public announcement to be made on 12.05.2022, informing the commencement of CIRP of the Corporate Debtor, and thereby invited claims from stakeholders of the Corporate Debtor, and the CoC was constituted accordingly.

Pursuant to constitution of the members of CoC by the erstwhile IRP, 2.2 the first meeting of CoC was held on 10.06.2022, whereby the said IRP was confirmed as the Resolution Professional (“RP”) viz. the Applicant herein. The Applicant RP submits that a total of thirteen (13) CoC meetings were held during the CIRP period. During the same, the Applicant RP sought approval of the CoC for the publication of FORM- G i.e. Notice inviting Expression of Interest (“EOI”) for submission of MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Resolution Plan for the Corporate Debtor, and the eligibility criterions for the Proposed Resolution Applicants (“PRA”) were subsequently finalised during the second CoC meeting dated 22.07.2022. Pursuant thereto, the said FORM-G was published on 11.08.2022, and two modified EOIs were subsequently issued on 05.09.2022 and 29.09.2022. Two Resolution Plans were received from the two PRAs viz. Shree Krishna Structures Private Limited and Shree Naman Developers Private Limited. The former, however, withdrew from the process. 2.3 Accordingly, the Applicant RP called for the thirteenth meeting of CoC dated 17.07.2023, whereby the Resolution Plan submitted by Shree Naman Developers Private Limited was approved with a voting percentage of 100%. Resultantly, Shree Naman Developers Private Limited was declared as the Successful Resolution Applicant (“SRA”) for the Corporate Debtor. 2.4 The Applicant RP submits that several Applications were filed for Extension(s) during the CIRP period, and the same have been duly tabulated herein-under:

S. I.A. No. Filed Relief Sought Status No. by 01 I.A. 2878/2022 RP Extension of 90 Allowed vide days Order dt. 11.10.2022 02 I.A. 447/2023 RP Extension of 60 Allowed vide days beyond 270 Order dt. days 08.02.2023 03 I.A. 1310/2023 RP Extension of 60 Allowed vide days beyond 330 Order dt. days 11.04.2023

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 04 I.A. 2350/2023 RP Extension of 45 Allowed vide days beyond 390 Order dt. days 08.06.2023 05 I.A. 5623/2023 RP Extension of 60 Allowed vide days beyond 435 Order dt. days 19.01.2024

3. The Applicant RP further submits that the Resolution Plan approved by the CoC is in compliance with the legal requirements mandated under IBC, 2016, viz. Sections 30(1), 30(2)(a), 30(2)(b), 30(2)(c), 30(2)(d), 30(2)(e), 30(2)(f) of IBC, 2016, along-with Regulation(s) 37 and 38 of CIRP Regulations.

4. The Resolution Applicant viz. Shree Naman Developers Private Limited has confirmed that it is eligible to submit Resolution Plan as per Section 29A of Insolvency and Bankruptcy Code, 2016, and has duly filed an affidavit to the same effect.

5. As per the Applicant RP, two registered valuers viz. AAA Valuation Professionals LLP and Kakode & Associates, were appointed to determine the Fair Value and Liquidation Value of the Corporate Debtor. As per the valuation reports of the the said valuers, the average values (in Crores) of the Fair Value and Liquidation Value are as follows:

Fair Value: INR 151.14 Crores

Liquidation Value: INR 110.83 Crores

6. The key features of the Resolution Plan for Corporate Debtor submitted by the SRA viz. Shree Naman Developers Private Limited is summarized below:

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Sl. Claim Treatment Claim Type Terms No. Admitted Proposed Corporate 1.98 1.98 CIRP cost is proposed to be Insolvency paid Upfront and as per actuals Resolution and in full in priority to Process Cost payment over other debts of the Corporate Debtor and further includes contingent fund. Secured 197.80 160.54 Payment by way of allotment Financial of Units admeasuring saleable Creditors area of 22,143 Sq. Ft. out of the Total Saleable Area and is proposed to be allotted within 90 days from Approval Date. Unsecured 850.06 17.00 Payment by way of allotment Financial of Units admeasuring saleable Creditors area of 2,345 Sq. Ft. out of the Total Saleable Area and is proposed to be allotted within 90 days from Approval Date. Operational 0.00 0.00 Not Applicable Creditors (Workmen & Employees) Operational 1.26 0.25 Upfront payment in priority as Creditors per the provisions of the Code (Government Dues) and Operational Creditors (Other than Workmen & Employees and Government Dues) & Other Creditors Sub-Total (A) 1051.1 179.77

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 7 Infusion for NIL Up to As per the requirement and on working capital 50.00 need basis and capex purpose Total (B) 1051.1

Furthermore, per Part-III of the Resolution Plan, the SRA has proposed the treatment to the creditors of the Corporate Debtor in the following manner Sr. Application of Funds Rs. In No. Crores 1. Upfront Payment towards Insolvency Resolution Process 2.24 Costs on actual basis (“IRP Cost”) and Operational Creditors (Government Dues) & Operational Creditor (other than Workmen & Employees and Government Dues) as mentioned herein below in Resolution Plan 2. Treatment to Unsecured Financial Creditor as mentioned 17.00 herein below in Resolution Plan # 3. Treatment against the claims of Secured FCs as mentioned 160.54 herein below in Resolution Plan # 4. Funds for construction of the project to be utilised in line Up to with the business plan for construction*, in accordance 50.00 with the Resolution Plan and on need basis Total 229.78

7. The Learned Counsel for the Applicant Resolution Professional has annexed a certificate of the Form-H to the Application, under Regulation 39(4) of the CIRP Regulations, 2016 to certify that the Resolution Plan has approved by the CoC meets all the requirements of the IBC and its Regulations. 7.1. This Bench notes that the matter-at-hand was listed for clarification on account of discrepancies noticed in FORM-H hereto, and was MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 resultantly de-reserved on 12.03.2024. The Applicant RP herein sought to file the amended FORM-H via Additional Affidavit dated 18.03.2024. The same has been duly taken on record, and has been extracted herein-under: AMENDED FORM H COMPLIANCE CERTIFICATE (Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 I, Bhrugesh Amin, an insolvency professional enrolled with IBBI and registered with the Board with registration number IBBI/IPA-002/IP-N00353/2017-18/11003, am the resolution professional for the corporate insolvency resolution process (CIRP) of Radius Infra Holdings Private Limited. 2. The details of the CIRP are as under: SN Particulars Description Radius Infra Holdings 1 Name of the CD Private Limited 2 Date of Initiation of CIRP May 09, 2022 3 Date of Appointment of IRP May 09, 2022 4 Date of Publication of Public Announcement May 12, 2022 5 Date of Constitution of CoC June 03, 2022 6 Date of First Meeting of CoC June 10, 2022 7 Date of Appointment of RP June 29, 2022 Valuer 1: June 25, 2022 8 Date of Appointment of Registered Valuers Valuer 2:July 01, 2022 Original Form G: August 11, 2022 Modified Form G: 9 Date of Issue of Invitation for EoI September 05, 2022 Fresh Form G: September 29, 2022 Date of Final List of Eligible Prospective Resolution 10 November 08, 2022 Applicants 11 Date of Invitation of Resolution Plan November 13, 2022 December 13, 2022 1st Extension: January 12, 2023 2nd Extension: February 12 Last Date of Submission of Resolution Plan 02, 2023 3rd Extension: February 16, 2023 4th Extension: February 24, 2023 13 Date of Approval of Resolution Plan by CoC August 03, 2023

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 14 Date of Filing of Resolution Plan with Adjudicating Authority August 05, 2023 Original: November 05, 15 Date of Expiry of 180 days of CIRP 2022 90 Days Extension: October 11, 2022 60 Days Extension beyond 270 days: February 08, 2023 60 Days extension 16 Date of Order extending the period of CIRP beyond 330 days: April 11, 2023 45 Days extension beyond 390 days: June 08, 2023 21 Days extension beyond 435 days: 17 Date of Expiry of Extended Period of CIRP September 06, 2023 18 Fair Value INR 151.14 Crores 19 Liquidation value INR 110.83 Crores 20 Number of Meetings of CoC held 13 3. I have examined the Resolution Plan received from Resolution Applicant Shree Naman Developers Private Limited and approved by Committee of Creditors (CoC) of Radius Infra Holdings Private Limited. 4. I hereby certify that- (i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force. (ii) the Resolution Applicant Shree Naman Developers Private Limited has submitted an affidavit pursuant to section30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order. (iii) the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100 % of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations. (iv) The voting was held in the meeting of the CoC on July 17, 2023 where all the members of the CoC were present. or I sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per the regulation 26.

5. The list of financial creditors of the CD, Radius Infra Holdings Private Limited, being members of the CoC and distribution of voting share among them is as under:

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Voting for Resolution Plan (Voted SN Name of Creditor Voting Share (%) for / Dissented / Abstained) JC Flowers Asset Reconstruction Private Voted for the Resolution Plan of Limited 1 81.12% Shree Naman Developers Private Limited (Erstwhile Yes Bank Limited) Voted for the Resolution Plan of 2 Suraksha ARC Limited 18.88% Shree Naman Developers Private Limited Total 100% 6. The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made thereunder. 7. The amounts provided for the stakeholders under the Resolution Plan is as under:

Amount Provided Categor Amount to the y of Sub-Category of Amount Amount Provided SN Amount Stakeho Stakeholder Claimed Admitted under the Claimed lder* Plan# (%) (1) (2) (3) (4) (5) (6) (7) Secured (a) Creditors not Financi having a right to al vote under sub- - - -s - Creditor section (2) of s section 21 (b) Other than (a) above: 1 (i) who did not vote in favour of the resolution Plan 197.80 197.80 160.54 81.16%

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Amount Provided Categor Amount to the y of Sub-Category of Amount Amount Provided SN Amount Stakeho Stakeholder Claimed Admitted under the Claimed lder* Plan# (%) (ii) who voted in favour of the resolution plan

Total[(a) + (b)] 197.80 197.80 160.54 81.16% Unsecur (a) Creditors not ed having a right to Financi vote under sub-al section (2) of Creditor section 21 s (b) Other than (a) above:

(i) who did not 2 vote in favour of - - - -the resolution Plan (ii) who voted in favor of the resolution plan 2.00% 850.06 850.06 17.00

Total[(a) + (b)] 850.06 850.06 17.00 2.00% Operati (a) Related Party onal of Corporate - - - - Creditor Debtor s 3 (b) Government 3.77 1.10 0.22 20.00% Dues (c) Employees & - - - -workmen

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Amount Provided Categor Amount to the y of Sub-Category of Amount Amount Provided SN Amount Stakeho Stakeholder Claimed Admitted under the Claimed lder* Plan# (%) (d) Other than workmen & Employees & 0.68 0.15 0.03 20.00% Government Dues Total[(a)+(b)+(c 4.45 1.25 0.25 20.00% )+(d)] Other debts 4 - - - -and dues Grand Total - 1052.30 1049.10 177.79 16.95% INR

8. The interests of existing shareholders have been altered by the Resolution plan as under: No. of Shares No. of Shares Voting Share Voting Share Category of Share SN held before held after the (%) held (%) held after Holder CIRP CIRP before CIRP CIRP 1 Equity 1,00,000 NIL 100% 0.00% 2 Preference - - - - 9. The compliance of the Resolution Plan is as under: Section of the Code / Requirement with respect to Clause of Resolution Compliance (Yes / Regulation Resolution Plan Plan No) No. Based on the evaluation of the criteria as led under Whether the Resolution the Section 25(2)(h), it Applicant meets the criteria is concluded that the approved by the CoC having Resolution Applicant 25(2)(h) -regard to the complexity and meets the criteria scale of operations of business of specified in the the CD? Evaluation Matrix and the Process Document. CoC on the commercial

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Section of the Code / Requirement with respect to Clause of Resolution Compliance (Yes / Regulation Resolution Plan Plan No) No. guidance of the RP’s team and in its own commercial wisdom has found that the Resolution Applicant meets the criteria specified herein. Yes, Compliance has been met. The Section 29A Due Whether the Resolution Diligence Report does Applicant is eligible to submit not report any adverse resolution plan as per final list of Format III-A of the Section 29A findings. Resolution Professional or Resolution Plan Order, if any, of the Adjudicating Yes, Compliance has Authority? been met. Signed and notarised affidavit u/s 29A is provided separately Whether the Resolution by the PRA to Section Format III-A of the Applicant has submitted an Resolution 30(1) Resolution Plan affidavit stating that it is eligible? Professional. Yes, Compliance has been met. The details are provided Whether the Resolution Plan-at Page 18, Clause 10 “Treatment under the Section (a) provides for the payment of Resolution Plan for the 30(2) insolvency resolution process Yes, Compliance has Insolvency Resolution costs? been made Process Cost of the Corporate Debtor” (b) provides for the payment to The details are provided Yes, Compliance has the operational creditors? at Page 28-31, Clause 14 been made. & 15 The details are provided (b) provides for the payment to at Page 21, Clause B for Yes, Compliance has the financial creditors who did secured Financial been made. not vote in favor of the resolution Creditors & Page 26, Clause B for unsecured plan? Financial Creditors of Part III “Treatment to the Creditors of the Corporate Debtor” The details are provided (c) provides for the management at Page 35-37, Clause 19 Yes, Compliance has of the affairs of the corporate “Management, control been made. debtor? and supervision of the affairs of the Corporate

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Section of the Code / Requirement with respect to Clause of Resolution Compliance (Yes / Regulation Resolution Plan Plan No) No. Debtor” The details are provided Yes, Compliance has at Page 34-35, Clause 18 been made. “Term and (d) provides for the implementation implementation and supervision Schedule” and Page 35-of the resolution plan? 37, Clause 19 “Management, Control and Supervision of the affairs of the Corporate Debtor” (e) contravenes any of the provisions of the law for the time The details are provided Yes, Compliance has being in force? at Page 36, Clause 19.10 been made. Pursuant to the approval of Whether the Resolution Plan Resolution Plan by (a) is feasible and viable, the CoC, the CoC has according to the CoC? Section considered the - 30(4) Resolution Plan as feasible and viable. (b) has been approved by the CoC with 66% voting share? Yes by 100 % of voting share The details are provided Pursuant to the Whether the Resolution Plan has at Page 34, Clause 18 approval of Section provisions for its effective “Term and Resolution Plan by 31(1) implementation plan, according implementation the CoC, the CoC has to the CoC? Schedule” considered the same. As per the Where the resolution Transaction audit professional made a report, there are determination if the corporate transaction reported within the provision debtor has been subjected to any of section 43, 45, 50, transaction of the nature covered Regulation The details are provided 51 & 66 of the Code. under sections 43, 45, 50 or 66, 35A at Page 23, Clause 12.26 The report has been before the one hundred and filed with the Hon’ble fifteenth day of the insolvency NCLT and share with commencement date, under the CoC Members. intimation to the Board? Yes, Compliance has been made

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Section of the Code / Requirement with respect to Clause of Resolution Compliance (Yes / Regulation Resolution Plan Plan No) No. Whether the amount due to the operational creditors under the The details are provided Regulation3 resolution plan has been given at Page 28-31, Clause 14 8 (1) priority in payment over “Treatment for Yes, Compliance has Operational Creditors”. been met. financial creditors? Whether the resolution plan The details are provided includes a statement as to how it at Page 33 Clause 17 has dealt with the interests of all “Statement showing stakeholders? treatment to the Claims Regulation of all the stakeholders Yes, Compliance has 38(1A) viz. Financial Creditors, been met. Operational Creditors, Equity Shareholders and other contingent stakeholders” (i) Whether the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any Regulation The details are provided Yes, Compliance has resolution plan approved under 38(1B) at Page 12, Clause 2.21 been met. the Code. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation? (a) Whether the Resolution Plan The details are provided provides: at Page 34-35, Clause 18 (a) the term of the plan and its “Term & implementation schedule? Implementation (b) for the management and Schedule” Regulation Yes, Compliance has control of the business of the 38(2) been met. corporate debtor during its term? & Page 35-37 Clause 19 (c) adequate means for “Management, Control supervising its implementation? & Supervision of the affairs of the Corporate Debtor” Whether the resolution plan (a) The details are provided demonstrates that – at Page 15, Clause 4 “Causes of Default and Addressing causes of Yes, Compliance has 38(3) default of Corporate been met. Debtor”. The details are provided at Page 16-17, clause 6

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Section of the Code / Requirement with respect to Clause of Resolution Compliance (Yes / Regulation Resolution Plan Plan No) No. (a) it addresses the cause of Addressing causes of default? default” (b) it is feasible and viable? (b) The details are (c) it has provisions for its provided at Page effective implementation? 17, Clause 8 (d) it has provisions for approvals “Reasonableness of required and the timeline for the Financial Projections same? including Feasibility and (e) the resolution applicant has Viability.” the capability to implement the resolution plan? The details are provided at Page 16, Clause 5 “Turnaround/Revival Plan proposed by the Resolution Applicant”. (c) The details are provided at Page 34-35, Clause 18 “Terms and Implementation Schedule”.

The details are provided at Page 35-37, Clause 19 “Management, Control and Supervision of the affairs of the Corporate Debtor” (d) The details are provided at Page 10, Clause 2.10. The details are provided at Page 57-61, Clause 21.68 to Clause 21.89. (e) The details are provided at Page 1-9, Clause 1 “Details of Resolution Applicant.” The details are provided at Page 16, Clause 5 “Turnaround/Revival Plan proposed by the Resolution Applicant”. \The Application has (b) Whether the RP has filed been filed with the applications in respect of Hon’ble NCLT and 39(2) transactions observed, found, or share with the CoC determined by him? Members.

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Section of the Code / Requirement with respect to Clause of Resolution Compliance (Yes / Regulation Resolution Plan Plan No) No. Yes, Compliance has been made (c) Provide details of performance Yes, Compliance has Regulation security received, as referred to in Bank been made 39(4) sub-regulation (4A) of regulation BG Amount BG Number 36B.] 10. The CIRP has been conducted as per the timeline indicated as under: Section of the Latest Timeline Code / Description of Activity under regulation Actual Date Regulation No. 40A Commencement of CIRP and Appointment of T Section 16(1) T IRP May 9, 2022 T+3 Regulation 6(1) Publication of Public Announcement T+3 (May 12, 2022) Section 15(1)(c) T+14 Submission of Claims T+14 /Regulation 12 (1) May 23, 2022 T+21 Regulation 13(1) Verification of Claims T+21 May 30,2022 T+25 Regulation 17(1) Filing of Report Certifying Constitution of CoC T+23 June 10, 2022 Section 22(1) and T+32 First Meeting of the CoC T+30 regulation 17(2) June 10, 2022 Determination of fraudulent and other T+306 Regulation 35A T+115 transactions March 11, 2023 Kakode: June 25, 2022 Regulation 27 Appointment of two Registered Valuers T+47 AAA: July 01, 2022 T+189 Submission of Information Memorandum to Regulation 36 (1) T+54 November 14, CoC 2022 Original: August 11, 2022 Modified: Invitation of EoI T+75 September 05, 2022 Fresh: September 29, 2022 Original: August Regulation 36A 11, 2022 Modified: Publication of Form G T+75 September 05, 2022 Fresh: September 29, 2022 T+168 Provisional List of Resolution Applicants T+100 October 24, 2022 Final List of Resolution Applicants T+115 T+183

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 Section of the Latest Timeline Code / Description of Activity under regulation Actual Date Regulation No. 40A November 08, 2022 Issue of Request for Resolution Plan, which T+188 Regulation 36B includes Evaluation Matrix and Information T+105 November 13, Memorandum to Resolution Applicants 2022 Section 30(6) / Submission of CoC approved Resolution Plan T+165 - Regulation 39(4) Section 31(1) Approval of Resolution Plan T+180 - 11. The time frame proposed for obtaining relevant approvals is as under: Name of Authority Name of When to be SN Nature of Approval who will applicable Law obtained grant Approval 1. 2. 3.

Further, the Resolution Applicant undertakes that they will implement this Resolution Plan, whether the reliefs and concessions are granted or not. 12. The Resolution Plan is not subject to any contingency – Not Applicable or The Resolution Plan is subject to the following contingencies (Elaborate the contingencies): i………………………………………………………………… ii………………………………………………………………... 13. Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made or circulars issued thereunder (If any deviation/ non-compliances were observed, please state the details and reasons for the same): Section of the Code / Deviation/Non- Whether rectified or SN Regulation No. / Reasons compliance observed not Circular No. Not 1 Not Applicable Not Applicable Not Applicable Applicable

14. The Resolution Plan is being filed __ days before the expiry of the period of CIRP provided in section 12 of the Code.

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 14A. Whether the resolution professional has, in accordance with regulation 35A: (a) applied to the Adjudicating Authority on or before the one hundred and thirty-fifth day of the insolvency commencement date: No, The Resolution Professional had appointed M/s. Pipara & Co. LLP as the Transaction Auditor. However, due to non-co-operation from the Erstwhile management of the Corporate Debtor, the finalization of transaction audit got delayed and the transaction Audit report was received on 10 March 2023. As soon as the report was received, the undersigned filed an application under Section 43 on March 14, 2023 and application under Section 66 on March 18, 2023. (b) filed Form CIRP 8 with the Board on or before the one hundred and fortieth day of the insolvency commencement date: No, However, the said Form was filled by the undersigned on March 17, 2023 subsequent to the filling of Avoidance application before Hon’ble NCLT 15. Provide details of section 66 or avoidance application filed / pending. Date of Filing Date of Order of with SN Type of Transaction the Adjudicating Brief of the Order Adjudicating Authority Authority Preferential Next Date of Court Notice issued. 1 transactions under March 14, 2023 Hearing – June 14, Next date of hearing is section 43 2023 June 14, 2023 Undervalued 2 transactions under - - -section 45 3 Extortionate credit transactions under - - -section 50 4 Fraudulent Recovery Order dated transactions under March 18, 2023 May 18, 2023 May 18, 2023 section 66 Received

15A. The committee has approved a plan providing for contribution under regulation 39B as under: a. Estimated liquidation cost: INR 2.72 Crores b. Estimated liquid assets available: NIL c. Contributions required to be made: INR 2.72 Crores d. Financial creditor wise contribution is as under:

Amount to be contributed (Rs. In SN Name of financial creditor Crores) JC Flowers Asset Reconstruction Private 1 Limited 2.21

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 (Erstwhile Yes Bank Limited) 2 Suraksha ARC Limited 0.51 Total – Rs. In Crores 2.72 15B. The committee has recommended under regulation 39C as under: a. Sale of corporate debtor as a going concern: Yes b. Sale of business of corporate debtor as a going concern: Yes The details of recommendation are available with the resolution professional. 15C. The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39D - Yes 16. I Bhrugesh Amin hereby certify that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom. Best regards Authorized Representative For or on behalf of Bhrugesh Amin भृगेश अमीन |BHRUGESH AMIN. Resolution Professional in the matter of CIRP of Radius Infra Holdings Private Limited. Communications Email Address: irpradius@bdo.in; bhrugeshamin@bdo.in AFA No. No: AA2/11003/02/170324/202679 (Valid up to 17th March 2024) Mobile: +91 99700 92697 IBBI Registration no. IBBI/IPA-002/IP-N00353/2017-18/11003 IBBI Registered Email: bhrugeshamin@bdo.in IBBI Registered Address: BDO Restructuring Advisory LLP, Level 9, The Ruby, Northwest Wing, Senapati Bapat Road, Dadar (W), Mumbai 400028, India. Insolvency Professional Entity: BDO Restructuring Advisory LLP, Level 9, The Ruby, Northwest Wing, Senapati Bapat Road, Dadar (W), Mumbai 400028, India.

Date: March 18, 2024 Place: Mumbai

9. In the circumstances mentioned hereinabove, the Applicant Resolution Professional has filed this Application seeking approval of this Tribunal on the Resolution Plan, submitted by the Resolution Applicant viz. Shree Naman Developers Private Limited, stating that the plan is in accordance with Section 30(2) of IBC, 2016, and other provisions laid thereunder.

10. On perusal of the Resolution Plan, it is observed that the Resolution Plan provides for the following: i. Payment of CIRP Cost as specified u/s 30(2)(a) of the Code.

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 ii. Repayment of Debts of Operational Creditors as specified u/s 30(2)(b) of the Code. iii. For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c) of the Code. iv. The implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code.

11. The Applicant RP has complied with the requirement of the Code in terms of Section 30(2)(a) to 30(2)(f) of IBC, 2016, and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of the CIRP Regulations.

12. The Applicant RP has filed the Compliance Certificate in Form-H (Amended) along with the plan. On perusal, the same is found to be in order. The Resolution Plan has been approved by the members of CoC in the Thirteenth Meeting held on 17.07.2023, with 100% of voting share. Further, there are no such pending proceedings u/s. 66(1) r/w 43(1) and 44(1) of IBC, 2016.

13. The SRA has additionally sought certain reliefs and concessions / waivers/ directions/ specific orders, per Annexure 1 of the Resolution Plan. Be that as it may, para {22} of the Resolution Plan makes it clear that implementation of the Resolution Plan is not conditional or contingent upon grant of any or all of such reliefs, concessions and dispensations by this Adjudicating Authority. We make it expressly clear that no reliefs, concessions and dispensations that fall within the domain of other government department/authorities are granted hereto. The reliefs, concessions and dispensations that pertain to other governmental authorities/departments shall be dealt with by the respective competent authorities/fora/offices, Government (State or Central) with regard to the respective reliefs, if any.

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 14. In the case of K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No.10673/2018 decided on 05.02.2019) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2). The Hon’ble Court observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

15. In CoC of Essar Steel (Civil Appeal No. 8766-67 of 2019 decided on 15.11.2019) the Hon’ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved. In para 42 Hon’ble Court observed as under:

“Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).”

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 16. In view of the discussions and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The same needs to be approved. Hence ordered.

ORDER

17. The present Application bearing IA No. 4317 of 2023 in C.P. (IB) No. 1123/MB/2021 is Allowed. The Resolution Plan annexed to the Application is hereby approved. It shall become effective from this date and shall form part of this order.

18.1. It shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

18.2. The approval of the resolution plan shall not be construed as waiver of any statutory obligations of the Corporate Debtor and shall be dealt by the appropriate authorities in accordance with law.

18.3. Further in terms of the judgment of Hon’ble Supreme Court in the matter of Ghanshyam Mishra And Sons Private Limited V/S Edelweiss Asset Reconstruction Company Limited, on the date of approval of the Resolution Plan by the adjudicating authority, all such claims which are not a part of the Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim which is not a part of the Resolution Plan.

MUMBAI BENCH – IV I.A. No. 4317 of 2023 IN C.P (IB) No. 1123/MB/2021 18.4. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), Mumbai, Maharashtra for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

18.5. The Moratorium under Section 14 of the Code shall cease to have effect from this date.

18.6. The Applicant shall supervise the implementation of the Resolution Plan and file status of its implementation before this Authority from time to time, preferably every quarter.

18.7. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

18.8. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

18. The Interlocutory Application i.e. IA No. 4317/2023 in C.P. (IB) No. 1123/MB/2021 is accordingly Allowed and Disposed-of.

Sd/- Sd/- ANU JAGMOHAN SINGH KISHORE VEMULAPALLI MEMBER (TECHNICAL) MEMBER (JUDICIAL) 29.04.2024 Aditya Kalia